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_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Amendment No. 34 to
SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
____________
KANSAS CITY POWER & LIGHT COMPANY
(Name of Subject Company)
KANSAS CITY POWER & LIGHT COMPANY
(Name of Person Filing Statement)
Common Stock, no par value
(Title of Class of Securities)
____________
485134100
(CUSIP Number of Class of Securities)
____________
Jeanie Sell Latz, Esq.
Senior Vice President-Corporate Services
Kansas City Power & Light Company
1201 Walnut
Kansas City, Missouri 64106-2124
(816) 556-2200
(Name, address and telephone number of person authorized
to receive notice and communications on behalf
of the person filing statement)
____________
Copy to:
Nancy A. Lieberman, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
_____________________________________________________________
This statement amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 of Kansas
City Power & Light Company, a Missouri corporation ("KCPL"),
filed with the Securities and Exchange Commission (the
"Commission") on July 9, 1996, as amended, (the "Schedule 14D-
9"), with respect to the exchange offer made by Western
Resources, Inc., a Kansas corporation ("Western Resources"), to
exchange Western Resources common stock, par value $5.00 per
share, for all of the outstanding shares of KCPL common stock, no
par value ("KCPL Common Stock"), on the terms and conditions set
forth in the prospectus of Western Resources dated July 3, 1996
and the related Letter of Transmittal.
Capitalized terms used and not defined herein shall have the
meanings assigned to such terms in the Schedule 14D-9.
Item 9. Material to be Filed as Exhibits.
The following Exhibits are filed herewith:
Exhibit 107 Material distributed to employees commencing
August 30, 1996.
Exhibit 108 Letter to KCPL shareholders distributed commencing
August 30, 1996.
SIGNATURE
After reasonable inquiry and to the best of her knowledge
and belief, the undersigned certifies that the information set
forth in this Statement is true, complete and correct.
KANSAS CITY POWER & LIGHT COMPANY
By: /s/Jeanie Sell Latz
Jeanie Sell Latz
Senior Vice President-Corporate Services
Dated: August 30, 1996
EXHIBIT INDEX
Exhibit No. Description Page
__________ __________________________________________________ ____
Exhibit 107 Material distributed to employees commencing
August 30, 1996.
Exhibit 108 Letter to KCPL shareholders distributed commencing
August 30, 1996.
Exhibit 107
MERGER FAQ
WHAT IS A TENDER OFFER?
Since mid-April when Western Resources announced its
hostile takeover bid for KCPL, we've been hearing about
tender offers. We'll no doubt be hearing more from Western
about its tender offer in coming weeks, as it tries to
convince KCPL shareholders to give up their shares.
Financial experts understand what a tender offer is,
but to many of the rest of us, the issues involved can be
confusing. Here are answers to some of the frequently asked
questions about a tender offer. If you have additional
questions, please call the Employee Merger Hotline at 1-800-
718-8788.
Q: What does it mean to tender shares?
A: If you tender your shares, you are telling Western
Resources that you will exchange your KCPL shares for
Western shares. Although you still own the shares until
such time as Western completes its offer, Western has
them in its possession.
Q: I've heard that if I tender my shares, they could be tied
up for years. Is that true?
A: Once your shares are tendered, Western retains control
over them for as long as it continues its hostile
exchange offer. You still receive dividends on your
shares during that time, and you retain your voting
rights until Western consummates its offer. Throughout
the process, if you want your shares returned to you, you
must ask for them in writing. Likewise, if you want to
sell your shares, you must request in writing that they
be returned to you.
Q: How many shares must Western receive to succeed in its
hostile offer?
A: Western's offer is conditioned on 90 percent of all
outstanding KCPL shares being tendered. Western may amend
or waive this condition. Ninety percent is a high
threshold that we don't think Western can achieve.
Q: Once the vote is counted, if KCPL cannot meet the legal
requirements for a merger with UtiliCorp, am I required
to tender my shares to Western?
A: You are under no obligation to tender your shares -- now
or at any time in the future.
Exhibit 108
[Text of letter to KCPL shareholders distributed commencing August 30, 1996]
August 29, 1996
Dear Shareholder:
Thank you for your time and patience over the last several
months. Although you have been besieged with communications as a
result of Western Resources' hostile proxy contest, I wanted to
take this opportunity to update you on the status of the
tabulation of the vote held at our recent Special Meeting where
shareholders were asked to approve the proposed merger of KCPL
and UtiliCorp United Inc. All proxies and ballots received by
KCPL and Western were turned over to an independent inspector of
elections for tallying. We are advised by the inspector that due
to the requirements to validate and inspect every proxy card the
final outcome of the vote will not be known for several weeks.
Some KCPL shareholders already have received telephone calls
from Western urging them to tender their shares into its hostile
exchange offer because of a purported September 20, 1996
deadline. Western may call you or send letters in the coming
weeks to tell you the same thing. We want you to know that this
deadline is meaningless. Western cannot exchange shares on
September 20th since its hostile offer is subject to numerous
conditions which cannot be met by this date. Among these
conditions are the various state and federal regulatory approvals
and the approval of Western's own shareholders at a meeting which
Western has not yet scheduled.
Regardless of the outcome of the recent shareholder vote to
approve the KCPL/UtiliCorp merger, Western cannot exchange any
KCPL shares until all conditions to its hostile exchange offer
are met or waived, and many of these conditions cannot be waived.
Satisfaction of these conditions would take more than a year, if
they are satisfied at all. Unless Western terminates its offer
on September 20th, it will be extending its hostile exchange
offer from time to time for substantial periods of time. There
is no reason for you to tender (and lose custody of) your shares
into an offer that cannot be completed by Western's self-imposed
deadline. If you have previously tendered your shares to Western
and need assistance in withdrawing them or have any questions
concerning the vote or Western's hostile exchange offer, please
call our Investor Relations Department at 1-800-245-5275.
In the meantime, we will continue our efforts to build a
strong, competitive energy company positioned to succeed in a
rapidly deregulated industry.
Very truly yours,
/s/Drue Jennings